BYLAWS
EAST TENNESSEE MEETING PROFESSIONALS
ARTICLE I – NAME and LOCATION
The Name of the organization is the East Tennessee Meeting Professionals, hereafter referred to as “ETMP.”, a non-profit corporation incorporated in the State of Tennessee.
ARTICLE II – MISSION AND OBJECTIVES
The purpose of ETMP is to support ETMP’s mission and objectives; to improve the quality and promote the cost- effectiveness of meetings by:
A. Encouraging and improving communications, understanding and cooperation between meeting planners and suppliers through periodic meetings, discussions, and conferences;
B. Expanding the knowledge and abilities of planners and suppliers by conducting formal educational programs;
C. Aiding planners in locating and evaluating meeting facilities and support services;
D. Assist both meeting planners and suppliers in enhancing their personal and professional skills and increasing their career development opportunities;
E. Promoting an understanding in decision-making areas that directly or indirectly impacts the scope of operations of the planners and suppliers;
F. Maintaining liaison activities with other professional meeting planner and supplier organizations; and
G. Providing guidance and advice to planners and suppliers on all phases of planning, executing, and evaluating meetings.
The above objectives are not intended to be all-inclusive. It shall be within the power of the Board of Directors of ETMP to deal with such other matters as may be of benefit to its members.
ARTICLE III – MEMBERSHIP
Section 1. Regular Membership
Persons engaged in the meetings industry or who provide products and services to it, for business and industry, trade associations and professional societies, local, state, and federal government, church and religious organizations, educational institutions, fraternal groups, labor unions, and other shall be eligible for regular membership. Eligibility and participation of regular members shall be determined by the Board of Directors. The Board of Directors may also classify regular members based on reasonable and uniform criteria as it may decide from time to time.
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Section 2. Educator/Faculty Membership
Individuals primarily actively engaged in teaching or instruction of post-secondary academic courses or programs that lead to a degree or certificate in a profession that will qualify their students as regular members shall be eligible for Educator/Faculty membership. This membership shall not be open to individuals who otherwise qualify for regular membership.
Section 3. Student Membership
Individuals actively enrolled in a post-secondary academic program leading to a profession that will qualify them as regular members shall be eligible for student membership. This membership shall not be open to individuals who otherwise qualify for regular membership.
Section 4. Life and Honorary Membership
Life and Honorary membership may be conferred upon regular members of ETMP at such time and under such terms as the Board of Directors may determine.
Section 5. Non-Voting Membership
A. Any, educator, faculty, student, life, or honorary or any other form of non-voting membership which has been conferred upon any individual affiliated with ETMP shall constitute non-voting membership in ETMP.
B. Retirees: This category shall include former members of ETMP who were members in good standing at the time of retirement. This paragraph specifically excludes all persons who are eligible for membership under the provisions of Article III, Section 1 of these Bylaws. Individuals applying for membership in this category will be considered on a case-by-case basis. If an individual is approved as a retired member then they will pay no dues and shall be able to attend any ETMP function for one-half the published fee.
Section 6. Planner Supplier Percentage
The percentage of regular members who are meeting planners shall be maintained at no less than 33% of the total regular membership. The percentage of regular members who are suppliers shall be no greater than 67% of the total regular membership . Other categories of membership shall not be required to meet this criteria and shall not count in the percentages for meeting planners and suppliers.
Section 7. Application
All applications for membership shall be in writing and in the form as prescribed by the ETMP Board and shall be accompanied by the appropriate amount of dues as established by The ETMP Board. The ETMP Board retains the right to refuse the application of any person or company if, it is the opinion of the ETMP Board that the applicant does not meet the requirements for membership. In order to obtain and maintain the required member ratios outlined in Article III, Section 6, above, the Board may require that each supplier applicant show a matching planner applicant. Planners may join without a match and it will be up to the ETMP Board to match them with a supplier applicant. If the ratio required in Article III, Section 6, above, falls below the threshold of 33% meeting planners, then each supplier applicant shall be required to have two (2) planner matches before they will be entitled to membership. Any individual or business desiring to become a member of ETMP must apply on forms approved and supplied by ETMP. The number of suppliers from each company will be generally restricted to one membership. However, the ETMP Board may waive this rule from time to time if it is in the best interest of ETMP. No such restriction exists for meeting planners.
Section 8. Ownership of Membership
Ownership of the membership that is paid for by a company in an individual’s name shall remain with the company and can be transferred upon request to another individual within that company as long as the membership is current. Membership paid for by an individual shall remain with the individual.
ARTICLE IV – DUES AND FEES
Section 1. Dues
The ETMP Board of Directors shall establish the amount of annual dues, or other charges, required to be paid by members. Membership dues are due and payable by January 1. Anyone becoming a new member after June 30, shall pay a reduced amount determined by the Board of Directors. Dues paid after September 30 shall constitute paid membership through the next year.
Section 2. Delinquency and Cancellation
Any member of ETMP whose dues are delinquent for a period of thirty (30) days from the required date of payment, shall be notified of such delinquency and thereby suspended for a period of thirty (30) days. If payment of dues is not made by the close of the thirty (30) day suspension period, membership shall be canceled. During any period of suspension or cancellation members lose the right to vote. The Board may waive this restriction under unusual circumstances.
Section 3. Refunds
Annual dues will not be refunded to any member whose membership terminates for any reason. The Board may waive this restriction under unusual circumstances.
Section 4. Renewal
Dues will be due and payable on the first day of ETMP’s fiscal year. ETMP will notify each member in advance of the renewal date.
Section 5. Admission Fees
Admission fees may be charged to all attendees, members and non-members, for meetings, special seminars, workshops, and conferences.
ARTICLE V – ETMP MEETINGS
Section 1 Annual Meetings.
Upon notice, electronically, or in print, by the Secretary, or their designee, an annual meeting of the members shall be held. This meeting shall be no later than December 31 of each year and at such place and time as the Board of Directors shall have determined for the installation of the ETMP Board of Directors, Awards, and the transaction of ETMP’s business.
Section 2 Regularly Scheduled Meetings
The Board of Directors shall schedule on a regular basis, meetings where the primary focus is for the express purpose of education, information sharing, and networking. When needed, a business meeting may precede or replace the regularly scheduled meeting as determined by the ETMP Board.
Section 3 Special Meetings.
Special meetings of ETMP may be called by the ETMP Board for any purpose to promote or enhance ETMP’s goals and objectives.
Section 4 Notice of Meetings.
For regularly scheduled or special meetings that do not require a vote of the membership, members shall be notified electronically or in print no less than seven (7) days before the meeting. For meetings where a vote of the membership is required, then the members shall be notified electronically or in print no less than fifteen (15) and no greater than thirty (30) days before the meeting.
Section 5 Quorum.
Voting members at any meeting shall constitute a quorum at any meeting. A majority of those present shall carry the quorum.
Section 6 Voting methods.
Where the ETMP Board Members are to be elected by the members, such elections may be conducted at a regular or special meeting of ETMP, electronically or by regular mail as determined by the ETMP Board or nominating committee. At regular and special meetings of ETMP, each ETMP voting member shall have one (1) vote. There will be no proxy voting. A majority of those present and voting shall govern. Voting by email or mail shall have the same effect as if cast at a ETMP meeting, providing, ETMP Board has directed that form.
Section 7 ETMP Board meeting methods.
ETMP Board meetings may be held in person or through any electronic method or combination of such methods as the ETMP Board chooses.
Section 8 Rules of Order.
The meetings and proceedings of ETMP shall be controlled by Robert’s Rules of Order (Revised), except as may be otherwise provided by the ETMP Bylaws or by a formal motion of the ETMP Board prior to any meeting.
ARTICLE VI – ETMP BOARD of DIRECTORS
Section 1. Composition
The Directors of ETMP shall include a President, Vice President, Secretary, Treasurer, and four Directors to be elected by the voting members of ETMP. The President, when they leave office, shall become the Immediate Past-President and shall be a voting member of the ETMP Board. The Immediate Past-President shall serve until their successor assumes office. An elected ETMP Officer or Director shall hold no more than one elected office in ETMP at a time. The Directors shall serve until their successors have been duly elected and assume office. Meeting Planners shall comprise a minimum of 50% of the Board positions filled or no less than four (4) of the positions in any case, which ever is less.
Section 2. Qualifications for Office
Any voting member of ETMP in good standing, and current with ETMP dues, shall be eligible for nomination and election to an office of ETMP, as stated herein:
President Meeting Planner or Supplier
First Vice President Meeting Planner or Supplier
Secretary Meeting Planner or Supplier
Treasurer Meeting Planner or Supplier
Planner Director Meeting Planner
Planner Director Meeting Planner
Supplier Director Supplier
Supplier Director Supplier
Immediate Past-President Meeting Planner or Supplier
Section 3. Nomination and Election
The nomination and election process shall be as follows:
A. The ETMP Board shall set an election date for Directors bi-annually.
B. The Nominations and Elections Committee shall solicit nominations for ETMP Directors’ positions to be filled by election.
C. Election of ETMP Directors shall be by electronic or mail ballot.
D. Ballots containing profiles of candidates will be sent to all ETMP voting members in good standing, no later than thirty (30) days prior to the date established for the annual ETMP elections as established by ETMP Board.
E. Ballots must be returned to the Nominations and Elections Committee by December 1, or as established by the ETMP Board.
F. In case of a tie, a new ballot including existing profiles will be sent out to all voting members listing the dead-locked candidates. All election results will be announced prior to or at the annual meeting.
Section 4. Installation
Each Director shall be sworn in during the ETMP annual meeting or meeting nearest to the start of their term of office. Directors shall assume office January 1 following their election.
Section 5. Term of Office
Directors shall serve a two (2) year term from January 1 to December 31 or until their successors are elected and assume office. Directors may not succeed themselves in that position, but can run and be elected to another position on the Board. No member of the Board of Directors who has served two (2) consecutive years shall be eligible for re-nomination or re-election until at least one (1) year has elapsed from the expiration of the prior term. A Director appointed to fill an unexpired term of less than one year shall be eligible for election to the same office for one full term of office.
Section 6. Vacancies
A. A vacancy in the Office of the President shall be filled by the Vice President.
B. Other vacancies shall be filled by majority vote of the ETMP Board present at any meeting held for this purpose. Vacancies shall be filled no later than sixty (60) days after the vacancy has occurred.
C. A Board Member must resign within thirty (30) days if that Board Member should leave an occupation which qualified the individual for membership in ETMP.
D. A Board Member who serves a term of less than half of the original term is eligible for election to the same office.
Section 7. Removal
Any Board Member may be removed by the Board of Directors whenever in its judgment the best interest of ETMP would be served.
Section 8. Compensation
Directors shall not receive any compensation for their services. However, they may be reimbursed for expenses incurred in the performance of their duties.
ARTICLE VII – DUTIES OF BOARD OF DIRECTORS
Section 1. President
The Office of President may be filled by any regular member of ETMP. The President shall preside at all meetings of ETMP and the ETMP Board, and shall serve as an ex-officio member on all committees. The President shall represent ETMP at all official functions where ETMP is represented. In the Treasurer’s absence, the President is authorized to sign disbursements. The President shall perform such other duties as are necessarily incident to the office, or as may be prescribed by the Board of Directors.
Section 2. Vice-President
The Office of Vice President shall be any regular member. The Vice President shall serve for the President in the absence of the President or when so requested by the President. The Vice President shall assume the duties of the President in case of resignation, death, or other cause. The Vice President shall perform such other duties as are incident to the office or as may be prescribed by the ETMP Board. The Vice President may be an ex-officio member of any committee as determined by the ETMP Board.
Section 3. Secretary
The Office of Secretary shall be filled by a Regular member of ETMP. The Secretary shall record the proceedings of ETMP Board meetings, and maintain general correspondence files. In addition, the Secretary shall maintain a log of the voting actions of meetings and will act at ETMP’s archivist.
Section 4. Treasurer
The Office of Treasurer shall be filled by a regular member of ETMP. The Treasurer shall ensure that accurate financial records are kept in accordance with standard accounting procedures, and shall be responsible, in conjunction with the President, for the safekeeping of funds in such depositories as are approved by ETMP Board. The Treasurer shall submit a written report on the financial standings of ETMP when called upon by ETMP Board or the President. The Treasurer shall be the principal signatory on all disbursements.
Section 5. Directors
Directors shall be regular members of ETMP. Directors may serve as Committee Chairs or Liaisons and perform all duties and related functions as directed by the ETMP Board. Directors shall be voting members of the ETMP Board. There shall be four(4); two (2) planners and two (2)suppliers. Duties include:
A. Query the general membership and provide input to the ETMP Board. Act as representatives for the opinions of the general body.
B. Welcome members at monthly meetings to demonstrate professional and friendly organization.
C. Chair and/or participate on a committee and solicit general membership participation for that committee.
D. Research information that may be shared with the general membership regularly, (i.e., negotiating articles, how to plan effective meetings, etc.).
Section 6. Immediate Past-President
The Immediate Past-President shall serve as a voting member of the ETMP Board and provide expertise upon request of the President or any member of the ETMP Board.
ARTICLE VIII – BOARD OF DIRECTORS
Section 1. Authority and Responsibility
The governing body of ETMP shall be the Board of Directors. The ETMP Board shall have general administrative authority as granted by the majority vote of ETMP. The ETMP Board shall have supervision, control, and direction of the affairs of ETMP and shall determine its policies; shall actively pursue its objectives; and shall supervise disbursement of its funds. ETMP may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the power granted, delegate certain of its authority and responsibility from time to time. Board Members shall serve until their successors have been duly elected, and assume office.
Section 2. Composition
The ETMP Board shall consist of the President, Immediate Past-President, Vice President, Secretary, Treasurer, and four(4) Directors. Only members of The ETMP Board will have voting rights on the ETMP Board.
Section 3. Quorum of the Board
At any meeting of The ETMP Board, no less than a majority of the members present of The ETMP Board will constitute a quorum for the purposes of transacting the business of The ETMP. Adoption of any business items shall require an affirmative vote of a majority of the members, present and voting.
Section 4. Meetings
ETMP Board will meet as often as deemed necessary to properly conduct the business of ETMP. Meetings of the ETMP Board may be attended by any ETMP member in good standing. The members of ETMP shall be provided reasonable notice of all ETMP Board meetings.
Section 5. Voting
- Each member of ETMP Board shall have one vote, which may not be delegated or exercised by proxy.
B. Email, Written, or Voice Vote. Between meetings of ETMP Board, an email, written or voice vote of ETMP Board shall be taken at the request of the President on any question which may be submitted to ETMP Board by the President in email, writing/facsimile or telephone, provided every attempt has been made to contact each member of ETMP Board to have an opportunity to vote upon the question submitted. The vote shall be by email, mail, facsimile or telephone to the President, within the time period established by the President to close the voting, following notification to the members of ETMP Board. If a quorum shall vote on any question, so submitted, the vote shall be counted and shall have the same effect as if cast at a ETMP Board meeting.
C. The President shall submit the question and record of the vote to the Secretary for inclusion in the next ETMP Board meeting minutes.
ARTICLE IX – COMMITTEES
Section 1. Committees
There shall be such Standing and Ad Hoc Committees appointed by the ETMP Board of Directors as required to carry on the work of ETMP.
Section 2. Nominating Committee
Nomination of candidates for Board of Director positions shall be by a Nominating committee. The nominees for Board of Director positions shall be presented to the members at the October meeting. A ballot of the membership shall elect the above positions.
ARTICLE X – EXECUTIVE AND STAFF
Section 1 Appointments
The ETMP Board has the authority to employ an individual, or business entity, who need not be a member of ETMP, as the management and administrative head of the organization. The terms and conditions of any such employment or business arrangement shall be specified by the ETMP Board of Directors and shall be set forth by contract. In addition, support staff may be employed.
Section 2, Authority and Responsibility
The person or business entity appointed by the Board of Directors in Article X, Section 1 above shall be the Executive Director responsible for all management functions.
ARTICLE XI – FINANCES
Section 1. Fiscal Year
The Fiscal Year of ETMP shall be from January 1 to December 31 annually, unless otherwise determined by the ETMP Board of Directors.
Section 2. Budget and Financial Report
The ETMP Board of Directors, in advance of the next fiscal tear, shall adopt an annual operating budget, covering all activities of ETMP. The Treasurer shall furnish a financial report to the Board of Directors within thirty (30) days after the end of the previous fiscal year Other members may obtain this report with a request to the Board.
Section 3. Audit
The financial records of ETMP shall be reviewed not less than once a year by an outside auditor or internal auditor, and the results of the audit shall be announced to ETMP membership at the next meeting following the receipt of the audit report.
ARTICLE XII – MISCELLANEOUS
Section 1. Operation and Use of Funds
ETMP shall be organized and operated exclusively within the meaning of Section 501 (c) (3) of the Internal Revenue Code, latest revision, (or the corresponding provision of any future United States Internal revenue Law) and no part of the net earnings shall benefit the any director or member, or other private person, except that ETMP shall be authorized and empowered to pay reasonable compensation for services rendered.
Section 2. Dissolution
Upon the dissolution of ETMP, the ETMP Board shall, after payment or providing for payment of all debts of ETMP, return any remaining assets to the current members on a prorated share of the assets to each member in good standing on the date of dissolution.
Section 3. Political Activities
ETMP shall not contribute any of its earnings or property or provide any service for any political candidate, committee, party, or political action group.
Section 4. Indemnification
ETMP Board Members , now, or hereafter serving as such, shall be indemnified by ETMP against any and all claims and liabilities to which he/she has or shall become subject by reason of serving or having served as ETMP Board Member, or by reason of any action alleged to have been taken, omitted or neglected by him/her as such ETMP Board Member, and ETMP shall reimburse such person from all legal expenses reasonable incurred by him/her in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with any claim or liability arising out of his/her own misconduct or gross negligence. The amount paid to an ETMP Board Member by way of indemnification shall not exceed his/her actual, reasonable or necessary expenses incurred in connection with the matter involved. The right of indemnification herein above provided for shall not be exclusive of any rights to which any Board Member of ETMP may otherwise be entitled.
Section 5. Use of ETMP’s Name
A. The policies and programs of ETMP shall be binding on all members and ETMP. No ETMP or member shall use the name of ETMP to oppose such policies or programs. Established channels shall be used to change a policy or program.
B. The freedom of speech of the individual member to speak a personal opinion in the member’s own name is not abridged.
C. Reference to membership in ETMP by an individual shall be interpreted as use of the name in application of Section 5A above.
D. On any matter on which ETMP has no policy the only action which shall be taken by a member, or ETMP in the name of ETMP is to use the established channels to effect the formulation of a policy.
E. Violation of the use of ETMP name shall result in:
(1) A member’s suspension for one (1) year or expulsion from membership
Section 6. Affiliations
ETMP may establish and maintain affiliations with other meeting professional organizations that ETMP feels will benefit the members as a result of that affiliation
ARTICLE XIII: CHANGES TO BY-LAWS
Section 1.
These By-Laws may be altered, amended or repealed and new By-Laws adopted by a majority vote of the Board members present at any meeting called for that purpose, if each voting member is given at least fifteen (15) days’ written notice electronically or in print of the proposal to alter, amend, or repeal the existing By-Laws, or adopt new By-Laws, at such meeting.
The undersigned, being the Secretary of ETMP, does hereby certify that the above By-Laws are duly adopted by the ETMP on the 26th day of June, 2002.
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Secretary